Current Report · Items 1.01, 9.01 · 8-K
DSS, Inc.
DSSNYSE_AMERICANEQUITYCurrent
Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement with Alset, Inc. On June 23, 2026, DSS, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with Alset, Inc.…
Filed Jun 25, 2026Accepted Jun 25, 2026, 4:05 PM EDTCIK 771999Accession 0001493152-26-030115
Company context
DSS, Inc. (together with its consolidated subsidiaries, referred to herein as “DSS,” “we,” “us,” “our,” or the “Company”) is a multi-segment operating company focused on packaging, biotechnology, financial services, and investment platform businesses. The Company operates through four principal business segments: Product Packaging, Biotechnology, Commercial Lending, and Securities and Investment Management. Through these segments, the Company seeks to develop and operate businesses across industries where management believes opportunities exist to create long-term shareholder value through operational growth, strategic partnerships, and the development or acquisition of complementary business platforms.
Current securities
Disclosure sections
Items 1.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
Securities
Purchase Agreement with Alset, Inc.
On
June 23, 2026, DSS, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with
Alset, Inc. (“Alset”), a Texas corporation, pursuant to which Alset will loan the Company $1,000,000, in exchange for a convertible
promissory note (the “Note”) and warrants to purchase 17,777,776 shares of the Company’s common stock pursuant to a
warrant agreement (the “Warrant Agreement”).
The
Note, SPA and Warrant Agreement are collectively referred to herein as the “Transaction Documents”.
The
closing of the transactions contemplated by the Transaction Documents is subject to certain closing conditions, including approval of
the Company’s stockholders.
The
Note will bear a simple interest at a rate of 3% per annum. Pursuant to the terms of the Note, Alset may convert any outstanding principal
and accrued interest into shares of the Company’s common stock at a conversion price of $0.45 per share at any time prior to the
maturity date, which is five (5) years from the date of issuance.
The
Warrant Agreement entitles Alset to purchase up to 17,777,776 shares of the Company’s common stock at an exercise price of $0.50
per share. The warrants expire on their third anniversary.
Related
Party Transaction
The
Company and Alset are related parties under common control of Chan Heng Fai, who serves as Chairman of the Company and is also Chairman
and Chief Executive Officer of Alset. Chan Tung Moe, a director and Co-Chief Executive Officer of Alset, is also a director of the Company.
Lim Sheng Hon Danny, a director and officer of Alset, is also a director of the Company. Certain independent directors of Alset also
serve as directors of the Company.
The
Transaction Documents were approved by the Company’s Board of Directors and, where applicable, its Audit Committee. Any interested
directors recused themselves from deliberations and voting regarding the Transaction Documents.
The
foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Transaction Documents, copies
of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and incorporated herein by reference.